My Little Pony: Starswirl's Spell
by danielpetiteamie
Summary: In heaven, Starswirl's spell goes horribly wrong and time is flipped back to the day that Twilight Sparkle first meets her friends! But Starswirl has accidentally added four new ponies - and they are going to change the course of Equestria.
1. Prologue

**Yay, my second fanfic! Oh yeah, Starswirl is dead and in heaven here, no worries. He's just working in his heavenly laboratory when... well, read on and you'll see what happens!**

Machines whirred away. Outside the star shaped small building, the world of pony heaven glimmered like a shooting star It might have been, for all we know. The spirits of ponies who passed away chattered peacefully, and all was well.

That was not to last. Inside the building, Starswirl the Bearded stroked his beard as he gazed thoughtfully at four slips of paper on the majestic mahogany table. "Hmm..yes, yes," he murmured softly.

A cauldron bubbled nearby, full of a strange multicolored liquid that frothed every now and then. An old broom leaned against a wall covered in observations and past experiment records. A globe and a huge telescope took up the rest of the space, save a neatly made bed and a small kitchen.

It was surely a strange room.

Suddenly he cauldron, silent for a moment, started hissing. Starswirl glanced at it. "Oh, I forgot the monsoon essence!" he exclaimed.

That was when it happened. No one knows how it did, but fate has its ways. The old wizard reached for the monsoon essence - but it wasn't the essence. The jar he took was labeled "Tornado in Time".

Starswirl poured it all in without even noticing what it was. What he did notice, though, was how the cauldron started shaking and bubbling even more ferociously. "What - what?" he cried. He took one look at the jar he mistakenly poured in. "Oh, no, no!" he cried.

The wizard ran desperately around, adding everything he knew to be useful to the cauldron, but there was no difference. The cauldron exploded and created a hole out of the air. Starswirl had created a time spell! These would spin time back to the day that the most recent big event had happened. He looked, dreading what he saw, into the hole.

Starswirl saw Twilight Sparkle, the current princess of friendship, looking for something on her shelf. Her assistant Spike was with her, but something was wrong.

Twilight didn't have her wings. This was the day before Nightmare Moon made her appearance after a thousand years, and kidnapped her sister!

"No!" Starswirl yelled. The princess had just found her ability to help with friendships, and before that, she had no friends. Now she had those other five Elements of Harmony to support her. How could fate be so cruel, to tear them apart again?

Everything was being sucked in. Everything that was created after that moment, at least. Starswirl witnessed ponies flying through his walls from outside, screaming as they were sucked back in time.

And those slips of paper? They were enchanted slips, papers where if they entered any new world, the contents would become reality. They were written after this moment, too.

The old wizard tried to pull the slips back with his magic, but the force was too strong. "No! I'm not finished! If those four ponies get in there, they will change the course of the world, and there will be no happy ending!"

As the slips whirled into the portal, Starswirl saw their contents for a last time.

The first was a picture of a dark red Earth pony with a even darker red mane. His fiery orange eyes shone like fire. The label of his name was Fire Burst on Oil (but the box labeled "Nickname" said that he was just called Fire Burst, and many ponies did not know his full name). His personality box read,"Always ready to fight and fight more, Fire Burst is a loyal-to-the-bone pony who sticks it out to the end for his loved ones."

As Fire Burst was born into the portal, aged as he was in the picture, the second character flew past. This unicorn's name was Coal in the Fireplace (just Coal, argued the Nickname box), and she was a light grey pony with a black, wavy mane tied up in a ponytail. Coal had these eyes that reminded you of the smoke just above the fire - a dull, grayish red that no one could remember after a week or so. Apparently she "is a charming, irresistible unicorn mare who knows all the new fashions and can get along with anyone."

The third slip described a pegasus stallion named Lightning Strike in Daylight (but everyone calls him Lightning Strike, added the Nickname box). He was a deep, dark blue and had stunning pale yellow eyes that matched his spiky hair. "Lightning Strike is always against the flow. He can't help it, but he disagrees with everyone - save one. Spoiler alert!"

The fourth pony sped past Starswirl's eyes. "No! I haven't finished yet, it's a new story of mine! There isn't a bad guy, there isn't a good guy! I know you, fate! You will always make enemies out of everything!"

And the world finally span back in time as the portal closed.


	2. Friendship is Magic Part 1

**Like I usually say, I don't own anything.**

Twilight Sparkle groaned as she sped along in a golden chariot. Two pegasus stallions pulled it through the air as Spike, Twilight's baby dragon assisstant, read Princess Celestia's letter.

Princess Celestia, the sun princess and ruler of Equestria, was Twilight's personal magic mentor. She had sent Twilight to help organize the Summer Sun Celebration, a festival organized on the summer solstice. This year, it was even more important, because it was the thousandth celebration.

Yet Twilight didn't want to organize the celebration this year. She had just found out that Nightmare Moon, the jealous sister of the sun princess who had been banished to the moon, was going to return and bring eternal night!

Of course, nopony believed her.

"Twilight, the princess is telling you to make some friends!" Spike encouraged.

"SPIKE!" Twilight snapped. "Nightmare Moon is coming, and you're telling me to make friends?"

It was a lovely day, and the view was amazing as they flew over Ponyville. The celebration would be held in this little town this year.

All of a sudden, lightning struck in front of them. Twilight and Spike screamed, but the stallions managed not to lose control. Twilight looked up angrily. "Hey!" she yelled at the figure sitting on a lightning cloud. The cloud hadn't been there a few moments ago.

Quick as a flash, the figure was in front of her. "'Hey', what?" he demanded.

The unicorn studied the newcomer. He was a dark blue pegasus stallion with strong, muscled wings and eyes that matched his striking pale yellow mane. In fact, all of him was pretty striking. Even though the lightning hadn't harmed anypony, Twilight felt as though she'd been electrocuted. His lightning bolt cutie mark didn't help.

She quickly regained her composure. "'Hey'", because you nearly hit our chariot," she retorted. Were all Ponyville citizens this rude?

The stallion snorted. "Well, why don't you and your stallion friends here watch where you're going?" he said, gesturing at the two royal guards, who were narrowing their eyes at him.

Twilight felt very, very offended. "Do you know who you're talking to, wise guy?" she snapped. "I'm Princess Celestia's private student Twilight Sparkle!"

The stallion snorted again. "Oh yeah? You think you're so great?" he challenged. "Well, watch this!"

A bigger lightning cloud than the pegasus' seat was hurtling towards the group. Twilight was about to scream, but then choked at what she saw.

The blue pegasus flew as fast as lightning towards the cloud. He halted next to its lightning bolt, fizzing and crackling dangerously, and bit it!

Twilight, Spike and the guards watched, flabbergasted, as the pegasus muttered through gritted teeth,"In the name of Celestia! I got rid of you five minutes ago, Rumbling Thunder!"

The cloud, Rumbling Thunder, crackled furiously in response.

The pegasus roared,"Watch the language! And if I don't get rid of you, then my name isn't Lightning Strike!"

The unicorn realized that the pegasus' name was Lightning Strike. "Oh my Celestia!" she cried as Lightning swung the thundercloud like a lasso and threw it into the far distance.

Lightning Strike came back to the chariot. "Can you do that?" he panted heavily.

Spike nudged Twilight, and she shook her head meekly.

There was an awkward pause, and Twilight said,"Uh, anyway. Do you happen to know where a good landing spot in Ponyville is?"

Lightning grunted. He seemed to have calmed down after his opponent gave up. "I'll show you the way," he muttered, and flew off with the guards behind him.

When they touched down in Ponyville, Lightning Strike acknowledged Twilight's thanks with a nod and flew off again, leaving behind a crackling lightning trail.

Twilight thanked the royal guards and told them they could return to Canterlot now. She looked around, and saw Ponyville for the first time.

The unicorn had only heard about the little town in Geography class and books. Now she was really here, she thought about how the books didn't describe the place well enough.

She was in a square with a fountain in the middle. Around her, there were houses and cottages decorated with flowers of all sorts. Earth ponies, unicorns and pegasi mingled freely, talking happily as they walked down the street. There were no other forms on transport, and only one path. It seemed as if everybody knew each other.

Twilight turned to Spike, who was straightening the letter. "What's that?" she asked pointing with her hoof to another sheet of paper in his claw.

Spike glanced at it. "Oh, it's the checklist for the preparations," he answered.

"What's first?"

"Hmmm...let me see...food! It's supposedly held at a place called Sweet Apple Acres," said Spike.

Twilight groaned. She had the feeling it would be a while before she could research Nightmare Moon again.

* * *

><p>Sweet Apple Acres turned out to be a huge area of land, all covered in apple trees. (Obviously this was where the name came from.). A tall barn stood in a clearing, and this was where Twilight and Spike headed for.<p>

They were about to call when a voice, with a heavy country accent, yelled,"Yeeee-haw!"

The two spun around as a mare charged past them. She ran straight at a nearby apple tree and with one buck, all the apples shook and fell into ready-placed buckets.

The mare crossed one orange front leg over the other proudly. She had a blond ponytail hanging loosely over her shoulder, and her tail was styled similarly. Three white freckles dotted the edge of her green eyes, now open. She had a cutie mark of three red apple each with a single green leaf.

"Wow," Spike mumbled. Twilight shot him a look that said, _leave this to me_, and marched up to the mare.

"Hello," she said. Always a good start. "I'm Twilight Sparkle, and-"

Suddenly she felt two strong hooves grip her right hoof and her hoof was shaken violently. "Well, how'dya do, Miss Twilight!" exclaimed the pony. "I'm Applejack! We sure like makin' new friends here at Sweet Apple Acres!"

Twilight's hoof felt as if it would be numb for a month. "Friends? I - uh-" Twilight tried to say.

"Now, what can I do you for?" asked Applejack, letting go of the purple mare's hoof at last.

Twilight's hoof was still shaking, and Spike stopped it with a giggle. Twilight glared at him, and then continued. "Um, hi Applejack! I'm from Canterlot and I'm here to check on the preparations for the Summer Sun Celebration," she said. "I assume the food is going alright?"

Applejack nodded vigorously. "Would ya like to tra some?" she asked.

Twilight considered this. She did have plenty of time, and maybe trying out the food would be a good idea. She glanced at Spike, who nodded enthusiastically. "Ok, why not? So long as-" Applejack sped off. "-it doesn't take too long," Twilight finished.

The farm pony rang a rusty triangle loudly. "Soup's on, everypony!" she shouted. A crowd of ponies swept Spike and Twilight up.

* * *

><p>Spike and Twilight walked back into Ponyville. "Food stuff, check," said Spike as he read the checklist. He checked off the first box. "Next, weather."<p>

Twilight hobbled along slowly behind him, her belly bulging. She groaned. "I think I had too much pie," she admitted.

Spike looked up. "There should be a pony named Rainbow Dash taking care of the clouds, but I guess Lightning's got that covered," he said. The sky was clear enough.

Twilight grunted. "Still, she should be taking care of it," she said sternly. "Where could she be?"

"Uh, here!" called a voice from above. The duo from Canterlot looked up.

A pegasus mare was reclining on a cloud like it was a couch. It wasn't a thundercloud like Lightning's, but a normal white cloud. The mare had a cyan blue coat and a rainbow mane and tail. Her pink eyes were mischievous, and she had a cutie mark of a rainbow lightning bolt coming from a white cloud.

"I see that you've heard of me. Well, good! 'Cause anypony who doesn't know me-" she did a loop-the-loop and settled back on the cloud,"-is not complete."

Twilight rolled her eyes. "Ok? I'm Twilight Sparkle, and this is my assistant Spike." The baby dragon waved cheerfully. "We're from Canterlot, and we're here to check on the preparations for the Summer Sun Festival."

Rainbow turned on her cloud so that she faced Spike and Twilight. "Oh, that's no problem. Lightning already did that for me."

Twilight tutted disapprovingly. "But it's your responsibility."

Rainbow waved a hoof at her lazily and flopped back again. "Who cares? So long as it's done. Lightning is WAY more hardworking than me. Besides, I have to practice."

"Practice for what?"

Rainbow stood up on her cloud. "The Wonderbolts! They're performing tomorrow at the celebration, and I'm gonna show them my stuff."

Twilight was amused. "You really think the Wonderbolts, the best fliers in all of Equestria, are going to accept a pony who won't even bother to keep the sky clear for one measly day?"

The blue pegasus glared at the purple unicorn. "Hey, I can clear the sky in ten seconds flat," she argued.

Twilight narrowed her eyes. "Prove it," she challenged. Her horn glowed and suddenly the sky was filled with puffy white clouds.

Rainbow grinned and shot off.

She flew through clouds, bucked them, blew them into nothing with a flap of her wings, and suddenly all of Twilight's clouds were gone. The rainbow maned pony returned to her cloud, barely breathing hard. "Told ya! Ten. Seconds. Flat. I'd never leave Ponyville hanging."

Twilight and Spike stood with their mouths open, staring at the clear sky. Rainbow Dash laughed and drifted past. "You're a laugh, Twilight Sparkle. I can't wait to hang out some more!"

* * *

><p>The unicorn and the baby dragon walked towards the Town Hall, a tall building that stood in the town center. The next thing on the list was decorations, and as soon as Twilight walked in she knew it was going well.<p>

Ribbons hung from the ceiling. There were "Summer Sun Celebration" banners, and the whole place seemed to sparkle. Heh, sparkle. Like her name.

Spike breathed,"Beautiful."

"Indeed, Spike. This won't take long," Twilight agreed.

"No, them!" Spike lifted a claw and pointed at the two mares sorting the decorations.

The first was a glamorous, beautiful unicorn with a curly purple mane and tail. Her white coat matched her blue eyes perfectly. When she blinked, her long eyelashes shimmered. She had a cutie mark of three diamonds, and she muttered to herself as she levitated various ribbons with pale blue magic.

The second was if not more, equally beautiful to the first. This mare was also a unicorn, with a light grey coat. She had greyish red eyes, and long eyelashes as well. Her dark grey mane, tied up in a strange but pretty way, swayed when she twisted her head to look at the newcomers. So did her wavy tail and her coal cart cutie mark.

"Oh, greetings!" said the grey unicorn, but the other ignored her and said,"Just a moment, please! I'm in the zone."

The grey mare nudged her friend. "Rarity! I think these two are from Canterlot! Look at the seal on their paper-"

"CANTERLOT?!" cried the white pony, Rarity. She hurried over to Spike and Twilight. "You are?"

Twilight cleared her throat. "Um, we're here to check on the preparations for the Summer Sun Celebration," she explained.

Rarity beamed at her. "No problem, darling. Coal, dear, could you give these two a report?"

The grey unicorn, Coal, trotted over. "Well, what do you want to know?" she asked Twilight. Spike had hearts in his eyes, and couldn't stop staring at Coal.

Twilight rolled her eyes and turned back to Coal. "Is everything going all right?"

"Yep, everything's fine. Don't worry, the decorations will be perfect for tonight."

Twilight turned and levitated a lovestruck Spike onto her back. "Ok then, thanks!" she called as she walked outside.

"No problem, darling!" Rarity called as Coal shouted,"See you tonight!"

* * *

><p>Spiem sighed. "Aren't they wonderful?"<p>

Twilight shook her head in exasperation. "Focus, casanova. What's next?"

Spike glanced at the checklist. "Decor, check. Uh, I think it's music."

The purple unicorn thought about this. "And where would that be?"

Her assistant squinted at the paper. "It should be in the Ponyville Park."

"Good, because that's where we are now."

The baby dragon looked up. Ponyville Park was very different from parks in Canterlot. Trees grew wild and he could see flowers and grass everywhere. It was peaceful in its own way.

Twilight could hear faint music. It was a beautiful, peacfully quiet tune, seemingly sung by birds. She looked around, but she didn't see anything. "Spike! Shush!" she whispered.

Spike nodded. He could hear the music as well. "Twilight," he whispered,"-d'ya think it's coming from behind there?" He pointed at a bush, where the music seemed a little louder.

The mare listened, then crept over to the bush and stuck her head out.

In a little clearing, a small tree stood. On it perched an orchestra of birds, all singing and chirping. They were led by a pale yellow pegasus mare who was looking a little worried.

"Oh, please, stop everybody," said the mare. She had a quiet, gentle voice, and she looked as if she wouldn't - couldn't - hurt a fly. She had locks of light pink hair that covered her face, and a long matching tail. Her pink butterfly cutie mark shifted out of Twilight's view as she flew over to a blue bird on the tree. Twilight noticed that she couldn't fly half as well as Rainbow Dash, who'd have probably zipped over and scared all the birds away.

"Excuse me, sir, but your rhythm is a teensy-weensy bit off," she said politely to the bird.

He seemed to understand her and he nodded. The mare flew back to her original position. "Follow me, please. A-one, a-two, a-one, two, three, four-"

Princess Celestia's star pupil popped out of the bush. "Hello!"

The mare yelped and all the birds scattered. Twilight was horrified. "Oh, I'm so sorry! I didn't mean to frighten your birds. I was just listening to your music, and it sounded wonderful," she explained hastily.

The mare touched down on the ground in front of Twilight and scuffed the ground. There was an awkward silence. "I'm Twilight Sparkle." When the pegasus didn't reply, Twilight added,"What's your name?"

The pegasus didn't look her in the eye. "F-Fl-Fluttaesh."

Her voice trailed off. Twilight smiled nervously. "Sorry, what was that?" she asked.

The mare backed away a few steps. "Uh...my name's Flutkjbdgkjfgb,"she whispered.

"Didn't quite catch that," Twilight was trying to be nice.

The pony whimpered and din't say anything. Behind her, the birds had returned to their branches.

Twilight cleared her throat. "Well, it looks like your birds are back! Keep up the great work!"

She turned and met Spike behind the bush. "That was easy."

* * *

><p>The place that they were staying in was called the Golden Oak Library, and it was named so for a reason. It was really a library, inside a hollowed-out oak tree. Twilight's bedroom was in the upper branches of the library.<p>

"Where's the lights?" Twilight demanded as she entered the library.

Suddenly a pony yelled,"SURPRISE!"

Twilight spun around and was face-to-face with somepony she hadn't met before.

It was a light pink earth pony mare, bouncing everywhere with a boing-boing noise. She had a puffed-up pink mane and tail, and her cutie mark was three balloons. She opened her eyes and stuck her face closer to Twilight's.

"Hi! I'm Pinkie Pie! You must be new here, 'cuz I hadn't seen you before, and if I hadn't seen you before, that means you're new, 'cuz I know everypony in Ponyville!" She said all this very fast. Her voice was basically a series of high-pitched squeals, and a pony could get VERY annoyed of listening to her talk for a minute or so.

She gestured behind her, and Twilight saw Applejack, Rainbow Dash, Rarity, and the pony in charge of music. "Hello!" Twilight called to her over Pinkie's squealing. She lowered her head.

Rarity nudged her. "Fluttershy, say hi to Twilight. She's from _Canterlot_!" The white unicorn emphasized Canterlot like it was everything in the world.

"So that's her name! Fluttershy!" exclaimed Twilight. Rarity looked at her strangely, and she chuckled sheepishly.

The door opened behind her. Twilight turned and saw Lightning Strike and Coal come in. "Hi, Twilight!" greeted Coal happily, but Lightning just gave her a nod. Spike had run off ages ago to stare at Rarity, but now he stood between Coal and Rarity, trying to make up his mind.

Pinkie was still talking. "Like, so I thought, why not throw a party for you? But then Applejack was like, Pinkie, don't invite _everypony_ in Ponyville, and I was like-"

Applejack stuffed an apple into Pinkie's mouth. "Pinkie, Ah think Miss Twilight needs her rest," Applejack said, and winked at Twilight. The purple mare didn't know how she was going to thank her. She raced into her bedroom, locked the door, fell onto her bed and slept.

* * *

><p>Twilight woke to Coal shaking her awake. "Twilight, wake up! It's time for the Sun Celebration!"<p>

As the small group of - no, not friends, Twilight told herself - walked to the Town Hall, Twilight started getting very worried. What if Nightmare Moon really did turn up? What if it really wasn't just an old pony's tale?

"You ok, Twilight?" said Coal.

The student of magic realized she'd been making a sour face, and that everypony was staring at her. "Nope, no problems," she said.

The other ponies seemed to buy it. She sighed. When Spike had fallen asleep, according to Fluttershy (who turned out to be an animal expert), they'd carried him to his room, and didn't want to wake him. Twilight almost wanted him to be here - he was the only other who knew about Nightmare Moon's arrival, even if he didn't believe it.

After a while of waiting, the Mayor of Ponyville, Mayor Mare, came to the front of the Hall. A spotlight was turned on and the mayor cleared her throat. "Fillies and gentlecolts," she announced,"tonight we celebrate the thousandth Summer Sun Celebration!"

All the ponies cheered, except for Twilight. She was watching the stars move towards the moon, where the faint shape of a mare was. The figure disappeared.

"That can't be good," whispered Twilight.

Rarity, waiting on the balcony above the mayor, pulled open the curtains when the mayor called," - our protector, our rising sun, Princess Celestia!"

Yet where the Princess should have been was an empty spotlight shining onto the ground. Rarity ran in, and out again. "She's gone!" Rarity gasped.

The audience gasped and started muttering worriedly. The mayor tried to calm them. "Please, everypony, there must be a reason for this!" she shouted.

Yes, there is a reason, thought Twilight.

As soon as the thought ran through her head, next to her, Pinkie Pie screamed. Blue smoke was billowing out of the top balcony above Rarity, and a dark figure stepped out.

She was a tall alicorn, a mark of royalty. She was completely black, and her eyes were like a reptile's. These searched the crowd below for any sign of weakness. A night blue helmet concealed her head, and wisps of blue smoke replaced her mane and tail.

"Ah, my royal subjects," she hissed, an alien sound. The ponies below her cowered. "How pleasant for you to all welcome me back.

Rainbow yelled,"What have you done with our princess?" and zoomed off. Luckily for her, Applejack bit the end of her tail and prevented her from going any further with a "Whoa there, Nellie!".

The alicorn laughed wickedly. "Did you not see the signs? Did you not read the legends?"

"I did!" yelled Twilight. She could feel the eyes of a hundred ponies of her. "And I know who you are!"

The mare laughed again. "Oh, yes? Who am I?" She was enjoying this.

Twilight stood her ground, and the audience gasped at her next words. "You're Nightmare Moon."


	3. Friendship is Magic Part 2

**So, second chapter. Enjoy!**

Twilight ran frantically around the library, pulling out books at random.

"Elements of Harmony, Elements of Harmony, Ele-uggghhhh!" she yelled. She'd put Spike to bed after the sun should've risen - he was a _baby _dragon after all.

The Elements of Harmony were a group of unknown things, known for defeating Nightmare Moon a thousand years ago. Of course, they were the only thing that could stop her, and the only pony who knew where they were was Twilight's teacher Princess Celestia. But SHE had disappeared with the sun, and her pupil was on her own.

She had to find a way to stop Nightmare Moon and bring Princess Celestia back, without the Elements of Harmony. Somehow...

"How am I stop Nightmare Moon without the Elements of Harmony?!" she cried. Then suddenly the door burst open, and before the purple unicorn had time to react, a rainbow blur burst in front of her.

"And just _what _are the Elements of Harmony?" shouted Rainbow Dash. Twilight backed up a little, but Rainbow kept advancing. "And how did _you _know about it before anyone else did? Are you a _spy_?"

"Whoa, Rainbow," said Coal, and suddenly the others filed in - Fluttershy, Rarity, Lightning, Pinkie Pie, and Applejack. "Calm down," the grey unicorn continued. "Twilight isn't a spy."

Applejack walked towards them. "Though Ah sure would like to know how much you do know, sugarcube," the farm pony said pointedly.

Twilight felt seven pairs of worried, yet hopeful eyes on her. She sighed, then decided to spill the beans.

When she'd finished, she noticed that Pinkie wasn't part of the stunned crowd still watching her. The pink party pony was reading from a shelf. "The Elements of Harmony: A Reference Guide!" she squeaked.

Twilight dashed over, knocking Pinkie out of the way, and levitated the book off the shelf. She read the cover. "What - how did you find this?!" she demanded, but Pinkie was skipping happily away.

"It was under 'E'!" she sang.

"Oh. Right."

Together, the little group watched as Twilight read,"There are six Elements of Harmony: Kindness, Laughter, Honesty, Generosity, and Loyalty. The last is a total mystery."

Twilight flipped a few pages with her magic. "Hmmm...here!" The other ponies crowded forwards a little more as the student of the sun princess continued. "They were last seen at a place called the Everfree Forest."

* * *

><p>As they looked up at the Everfree Forest, looming, dark, unwelcoming and huge, Twilight cleared her throat. "Guys, I appreciate all your help, but seriously, maybe I should do this on my own," she told them.<p>

Applejack, however, marched past her. "Aw, c'mon, Miss Twilight! We're not lettin' any friend-"Twilight winced at "_friend_""of ours walk inta that place-" the farm pony gestured at the forest,"alone, aren't we, folks?"

The rest of them nodded, and Lightning flew into the air. "Well?" he demanded. "Are we going or not?"

Pinkie giggled. "Heehee, 'course, silly! Yaaaaaaaaaaaaaaaaaaaayyyyyyyy..." she bounced off, her voice trailing behind her.

Rarity trotted in with a frightened Fluttershy being levitated in front of her. "Now, Fluttershy dear, let's be good and help Twilight find the Elements of Harmony," she chided. The animal expert only whimpered and struggled, but soon they were gone too.

Before long, only Twilight was left outside. She wished she'd woken Spike first, but she couldn't just leave and go wake him.

The purple unicorn sighed and headed in.

Ponies didn't belong in the Everfree Forest. That was Twilight's comment. The whole place was filled with an evil feeling, and Twilight was pretty sure no one in their group liked it. Well, apart from Pinkie Pie.

She was hopping along with her typical boing-boing noises, saying,"Oh my gosh this is sooo exciting! I mean, like, have you been here before? 'Cuz I haven't been here before. It's such a scaaaaaaaary place!" The pink Earth pony giggled, oblivious to the other ponies irritated expressions. They were turning a corner on a higher section of the forest, kind of like a small cliff. "Do you think it's-"

Suddenly the ground opened up beneath them, and everyone fell apart from the three pegasi. "Aaaaaaaaaaaaaaaaaaaaaaaaaahhhhhhhhhhhhhhh!" Twilight screamed. She desperately tried to do her teleporting spell, but with no luck. It only worked when she was on stable ground.

She tumbled down a steep slope of dirt. Looking back, the student of the sun princess could see Rarity being lifted from danger by Rainbow Dash. Pinkie was squirming happily in Fluttershy's hooves, and a flash of yellow - Lightning, she guessed - swooped down and Coal was gone.

Turning her head back, Twilight wailed helplessly as she realized the end of the slope was coming nearer by the second. It was a clean drop down the little mountain, and there was no way she could stop herself.

Applejack had been holding on to a root sticking out of the ground, but now she slid over. "I got ya, Twilight!" she cried. The orange mare held Twilight's sweaty hooves with hers.

Yet Twilight was slipping. "A - Applejack, help! I'm falling!" she wailed.

Applejack thought, and thought, and thought. She wasn't used to all this thinking - did you need to think to work on a farm?

She looked up to the dark sky. Then suddenly an idea popped into her head. "Let go, sugarcube," she said grimly.

Twilight stared at her. "Are you crazy?! Don't let go!"

"Ah promise ya, Twilight, I'm not goin' crazy. Let go, and you'll be safe." Applejack looked into Twilight's eyes. "This is the ownest truth. Trust me."

The sun princess's student whimpered, thought,"If you're alive, Princess Celestia, let me live a bit longer!" and let go.

The biting wind whistled past her ears as Twilight screeched. Then she could feel four hooves pressing into her flanks, supporting her and stopping her fall. She opened her eyes, and saw that Rainbow and Lightning had caught her.

When they touched gently back on the ground, Applejack, saved by Fluttershy, patted her on the back. "Told ya it was the ownest truth," she said.

Twilight smiled.

* * *

><p>Lightning zoomed along in the air above Rainbow. Pinkie Pie was still talking, Rarity was grieving over the loss of her beloved tail, and Fluttershy was whimpering near Coal and Applejack. Twilight, alone, trotted behind the group.<p>

After Applejack's show of honesty, Fluttershy had saved them from an angry manticore with only a messy mane. Who would have thought?

Rainbown had been zooming around Lightning, basting about how she had saved Twilight from an evil mountain spirit. Every time she told the tale, it got wilder and wilder, and the dark blue pegasus stallion looked ready to knock his rainbow friend straight out of the sky.

Suddenly, a monstrous creature leapt from behind a boulder next to the winding path. It was huge, like a lion with fangs, horns, and wings. Twilight knew what it was - she'd seen it in her storybooks!

The group backed up. "A manticore!"

Rarity charged at the monster. She bucked into its face, yelling with a ladylike manner,"Ha! Take that!" But the monster was unfazed, and it roared so loud that the fashionista's mane quickly became tangled and puffy. Rarity gasped, and her eyes watered. "My mane!" she cried, scuttling off.

The next to try and brave the creature was the faithful farm pony. Applejack leapt onto the manticore's back and did her own rodeo, yelling,"Yeeeeee-haaaaaw!" Twilight appreciated her effort. The manticore threw her off with a growl.

As the Apple family's oldest mare sailed past Rainbow, she said,"All yours, partner!" The rainbow pegasus flashed down and surrounded the manticore in a rainbow tornado. It turned out the manticore wasn't a total idiot, though. It swiped its tail through the tornado, and Rainbow was catapulted into the ground.

Twilight snorted angrily, pawing the ground. Next to her, her friends did the same. They all charged the monster, until...

"WAIT!" Fluttershy screamed. That caught her friends' attention. She rarely ever yelled.

The yellow pegasus mare trotted over to the manticore and nuzzled its paw. Twilight's jaw dropped. The monster seemed really confused, but it followed its instincts and prepared to strike Fluttershy.

"FLUTTERSHY!" Coal shouted in panic.

If Twilight's jaw wasn't touching the floor the first time, it did now. The manticore was wrapping Fluttershy in a bear hug. Lightning flashed round the boulder, and Twilight suddenly realized he hadn't joined in the fight. Behind him, a cute little baby manticore trotted happily. "It was just trying to protect its baby," he called.

Fluttershy walked over to Twilight, leaving a happy manticore family. "Sometimes we all need to be shown a little kindness," she said, seeing her friend's - no, not friend! - astounded expression.

* * *

><p>Then Pinkie Pie had saved them from heart attacks when they became surrounded by evil trees. She kept laughing and laughing, and, as you know, laughing is contagious. Twilight thought that Nightmare Moon probably heard their laughter from miles away.<p>

They'd been walking along (yes, walking! It was too dark for Rainbow and Lightning to fly, and Fluttershy wouldn't have flew anyway) the path, relying on the hooves to feel the dirt. Twilight couldn't even see her hoof in front of her.

The young ponies were muttering uncomfortably, and Twilight felt, as a leader, that she should comfort them somehow. "It's okay, everypony-"

As soon as the words left her mouth, hideous faces glimmered into existence around them. Fluttershy screamed quietly and ducked behind Applejack.

The faces grinned horribly at them in the dark, and Twilight found herself backing away, then bumping into her friends. They were trapped.

Oh, Princess Celestia, prayed Twilight. If I die, you have to stop Nightmare Moon!

Her supposed last thoughts were interrupted by a burst of high-pitched laughter. Pinkie Pie was standing right in front of one of the faces, and she was laughing so hard that the face suddenly disappeared with a POOF.

Lightning uttered a chuckle of disbelief next to Pinkie, and another face disappeared. "If you laugh them away, they don't come back!" Pinkie squealed. And that was how she saved them that time.

* * *

><p>But that wasn't all! Rarity then cut off her beautiful tail for a spirit of a churning river so he would let them cross. How generous.<p>

And finally, Rainbow had explained that she'd met a group of suspicious pegasi who claimed to be "the Shadowbolts". Probably Nightmare Moon's henchmen. Their rainbow haired pegasus had been just a _little _tempted - but she gave up her dream and focused on getting her friends across a broken bridge.

Twilight felt kind of jealous. This was, after all, HER trip, HER duty, HER mission, but it seemed as though the other ponies - those five mares, at least - had been defying Nightmare Moon more than she ever did.

Her tail drooped and her head bent low, Twilight suddenly heard the whoosh of wings and hoofsteps stopping. Looking up, she noticed that the other five mares were ahead, talking about their challenges. Next to her, were Lightning and Coal.

Coal looked sympathetic. "Twilight, know how you must feel about this," she said.

Uh-oh, thought Twilight. She laughed nervously. "Wha-what do you mean?"

Coal shook her head slightly and laughed. "Come on, sweetie, don't try to hide it! You must feel that you've let the princess down, because all the other ponies have helped and you haven't.

The purple unicorn sighed. "I guess you really understand me then."

Lightning snorted. He was relaxing on a little thundercloud, which maneuvered itself around trees and boulders. "Why do you even care? So long as Princess Celestia comes back then you SHOULD be happy. No selfish pleasures."

"Selfish pleasures. Psh. Twilight, ignore him. Look at you! Lying on a cloud while we have to trot. SELFISH PLEASURES," Coal snickered.

"It's not my fault that unicorns and earth ponies can't put their balance on clouds," Lightning growled.

"Well, at least you could get down so we wouldn't feel so bad!"

"Now, why would I do that?"

Twilight heard their voices get fainter as they left her behind and bickered away. But she was grateful for them. Somehow, they'd cheered her up.

**I've been a very bad, lazy person and decided not to write the attack bit, and the end of episode 1. You all know how it ends. (If you don't, watch it.) Next time more of Starswirl's ponies appear, spoilers! But not the mysterious one nopony saw. EEEEEVIL...**


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